-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Amf6Hz9kSIZDvHaNNv7ZLSXWqq8nz6ZueK/4fFkM/v9l8ZLymmv2XwBXzGQgPYUM d0YMwL8VvihuGx5f8wi+oQ== 0000929624-99-001159.txt : 19990628 0000929624-99-001159.hdr.sgml : 19990628 ACCESSION NUMBER: 0000929624-99-001159 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943025021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-77381 FILM NUMBER: 99652616 BUSINESS ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156277000 MAIL ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 S-3/A 1 AMENDMENT #2 TO FORM S-3 As filed with the Securities and Exchange Commission on June 25, 1999 Registration No. 333-77381 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- THE CHARLES SCHWAB CORPORATION (Exact name of Registrant as specified in its charter) Delaware 94-3025021
(State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)
120 Kearny Street San Francisco, CA 94104 (415) 627-7000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------- Joseph R. Martinetto Senior Vice President and Treasurer THE CHARLES SCHWAB CORPORATION 120 Kearny Street San Francisco, CA 94104 (415) 627-7000 (Name, address, including zip code, and telephone number, including area code, of Agent for Service) ---------------- LAWRENCE B. RABKIN, ESQ. JOHN M. BRANDOW, ESQ. JOHN E. STONER, ESQ. DAVIS POLK & WARDWELL HOWARD, RICE, NEMEROVSKI, 450 Lexington Avenue CANADY, FALK & RABKIN New York, New York 10017 A Professional Corporation Three Embarcadero Center, 7th Floor San Francisco, CA 94111
---------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions. If the securities being registered on the form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Amendment No. 2 to Registration Statement No. 333-77381 is being filed solely to file an exhibit to the Registration Statement. Item 16. Exhibits and Financial Statement Schedule.
Exhibit Number Description ------- ----------- 1.1 Form of Underwriting Agreement* 1.2 Form of Distribution Agreement* 4.1 Form of Senior Debt Indenture filed on July 1, 1993 as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (registration number 33-65342) and incorporated herein by reference. 4.2 Form of Senior Subordinated Debt Indenture filed on July 1, 1993 as Exhibit 4.2 to the Company's Registration Statement on Form S-3 (registration number 33-65342) and incorporated herein by reference. 4.3 Form of Supplemental Indenture to Senior Debt Indenture.* 4.4 Form of Supplemental Indenture to Senior Subordinated Debt Indenture.* 5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation.* 12.1 Computation of Consolidated Ratio of Earnings to Fixed Charges.* 23.1 Independent Auditors' Consent. 23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation (included in Exhibit 5.1).* 25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank.*
- -------- * Previously filed. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on the 25th day of June, 1999. THE CHARLES SCHWAB CORPORATION By: /s/ DAVID S. POTTRUCK ----------------------------------- DAVID S. POTTRUCK Co-Chief Executive Officer, President, Chief Operating Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed below by the following persons on behalf of the Company in the capacities indicated on June 25, 1999.
Signature Title --------- ----- Chairman, Co-Chief Executive Officer and Director (principal * executive officer) - -------------------------------------------------------------- Charles R. Schwab Co-Chief Executive Officer, President, Chief Operating Officer and Director (principal /s/ DAVID S. POTTRUCK executive officer) - -------------------------------------------------------------- David S. Pottruck Executive Vice President and Chief Financial Officer (principal financial and * accounting officer) - -------------------------------------------------------------- Steven L. Scheid * Director - -------------------------------------------------------------- Nancy H. Bechtle * Director - -------------------------------------------------------------- C. Preston Butcher * Director - -------------------------------------------------------------- Donald G. Fisher
II-2
Signature Title --------- ----- Director - ----------------------------------------------------- Anthony M. Frank * Director - ----------------------------------------------------- Frank C. Herringer * Director - ----------------------------------------------------- Stephen T. McLin * Director - ----------------------------------------------------- Mark A. Pulido * Director - ----------------------------------------------------- Arun Sarin * Director - ----------------------------------------------------- George P. Shultz * Director - ----------------------------------------------------- Roger O. Walther
*By: /s/ DAVID S. POTTRUCK ---------------------------------- David S. Pottruck Attorney-in-fact II-3 Index to Exhibits
Exhibit Number Description ------- ----------- 1.1 Form of Underwriting Agreement* 1.2 Form of Distribution Agreement* 4.1 Form of Senior Debt Indenture filed on July 1, 1993 as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (registration number 33-65342) and incorporated herein by reference. 4.2 Form of Senior Subordinated Debt Indenture filed on July 1, 1993 as Exhibit 4.2 to the Company's Registration Statement on Form S-3 (registration number 33-65342) and incorporated herein by reference. 4.3 Form of Supplemental Indenture to Senior Debt Indenture.* 4.4 Form of Supplemental Indenture to Senior Subordinated Debt Indenture.* 5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation.* 12.1 Computation of Consolidated Ratio of Earnings to Fixed Charges.* 23.1 Independent Auditors' Consent. 23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional Corporation (included in Exhibit 5.1).* 25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank.*
- -------- * Previously filed. EX-23.1 2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-77381 of The Charles Schwab Corporation on Form S-3 of our reports dated February 22, 1999, appearing in and incorporated by reference in the Annual Report on Form 10-K of The Charles Schwab Corporation for the year ended December 31, 1998, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. San Francisco, California June 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----